dear shareholders,
The Board of Directors ("Board") of Capital Small Finance Bank Limited ("Bank" or "Company") are pleased to share the financial performance of Bank for the financial year ended March 31,2025 - year marked by healthy advance growth, improved asset quality and improving return matrix. The key performance highlights includes:
• As of March 31, 2025, the Banks gross advances stood at Rs.7,184 crores, reflecting a Year-over-Year ("Y-o-Y") growth of 17%. The loan disbursements for the year ended March 31, 2025 shown a growth of 38% Y-o-Y basis and stood at Rs.2,846 crores. The total deposits of the Bank aggregated to Rs.8,323 crores registering a Y-o-Y growth of 11.3%. The Bank continued to maintain high CASA 36.9% as of March 31,2025 despite industry-wide pressure on CASA due to the shift towards higher-yielding term deposits, the Banks strong CASA share reflects its robust retail liability franchise.
• The asset quality remained robust, with Gross NonPerforming Asset ("GNPA") reduced to 2.58% and Net NPA Non-Performing Asset ("NNPA") reduced to 1.3%
as of March 31,2025 against Gross NPA of 2.76% and Net NPA of 1.4% as of March 31, 2024 with negligible write offs.
• The profit after tax for FYRs.25 stood at Rs.132 crores registering 18% growth on Y-o-Y basis. Return on Assets ("ROA") improved to 1.4% in FYRs.25 against 1.3% in FYRs.24 and Net Interest Margin ("NIM") increased to 4.2% in FYRs.25 against 3.9% in FYRs.24.
This year marks a special moment in our journey - 9 years as Indias first Small Finance Bank and 25 years as a trusted financial institution. The milestone reflects our commitment to inclusive banking and long-term value creation. We focused on deepening customer trust, expanding responsibly and building a resilient and agile institution which is Future Ready.
The Board conveys its deep gratitude to all stakeholders for their enduring trust and support. Guided by a long-term vision, the Bank remains resolutely focused on creating sustainable value for all stakeholders.
Financial Performance
Profit and Loss Summary
| Rs. in crores | ||
| FY 2025 | FY 2024 | |
| Income Earned | 908.50 | 794.33 |
| Income Expended | 498.31 | 449.18 |
| Net Interest Income | 410.19 | 345.15 |
| Other Income | 86.02 | 68.08 |
| Net Total Income | 496.21 | 413.23 |
| Operating Expenses | 310.78 | 258.33 |
| Provision for Advances | 10.30 | 6.69 |
| Provisions for Taxes | 43.48 | 36.68 |
| Profit after Tax | 131.65 | 111.53 |
Asset and Liability Composition
| Rs. in crores | ||
| FY 2025 | FY 2024 | |
| liabilities | ||
| Capital | 45.25 | 45.04 |
| Reserves and Surplus | 1,294.89 | 1,152.38 |
| Deposits | 8,322.60 | 7,477.74 |
| Borrowings | 320.58 | 472.25 |
| Other Liabilities and Provisions | 124.20 | 147.87 |
| Total Liabilities | 10,107.51 | 9,295.28 |
| Rs. in crores | ||
| FY 2025 | FY 2024 | |
| assets | ||
| Cash and Balances with Reserve Bank of India | 649.84 | 568.98 |
| Balances with Banks and Money at call and short notice | 349.88 | 752.18 |
| Investments | 1,819.45 | 1,705.71 |
| Advances | 7,090.39 | 6,074.69 |
| Fixed Assets | 87.75 | 83.73 |
| Other Assets | 110.20 | 109.99 |
| Total Assets | 10,107.51 | 9,295.28 |
Key Ratios
| In %age | ||
| FY 2025 | FY 2024 | |
| Net Interest Margin1 | 4.20 | 3.94 |
| Gross NPAs | 2.58 | 2.76 |
| Net NPAs | 1.30 | 1.40 |
| Return on Assets2 | 1.35 | 1.27 |
| Return on Equity | 10.38 | 14.64 |
| Return on Average Advances | 2.05 | 1.98 |
| Cost of Deposits | 5.87 | 5.61 |
| Yield on Advance | 11.20 | 11.10 |
| CRAR | 25.39 | 27.39 |
Notes:
1 Net Interest Margin has been computed based on the Net Interest income (Interest Income - Interest Expense) and average of total assets as reported to Reserve Bank of India in Form X under Section 27 of the Banking Regulation Act, 1949, during the year
2 Return on Assets is calculated with reference to monthly average working funds (Working funds taken as total of assets excluding accumulated losses, if any)
In Financial Year 2024-25, the Indian economy continued its strong growth trajectory, albeit at a moderated pace compared to the previous year. Despite global economic headwinds, the demand for credit remained robust, significantly benefiting the banking sector, especially Small Finance Banks ("SFBs"). Rising disposable incomes, coupled with increased urbanisation and financial awareness, further spurred demand for small business loans from SFBs. Additionally, the governments ongoing initiatives to promote financial inclusion, including targeted policies to support SFBs in rural and semi-urban areas, have contributed to their expansion and operational strength. As a result, SFBs have played a crucial role in fostering inclusive economic growth, strengthening their foothold in previously underserved markets.
For the financial year ending March 31, 2025, the Bank recorded solid growth across its financial performance metrics, demonstrating resilience amidst a dynamic economic environment. Key indicators such as total assets, deposits, and loans disbursed showed steady upward movement, signaling the Banks ability to adapt and thrive in evolving market conditions. This progress is a result of our focused strategy to balance expansion with risk mitigation, which has ensured the maintenance of a robust loan portfolio with a controlled level of nonperforming assets ("NPAs").
In line with this growth, the Bank achieved a consistent increase in net profit, driven by ongoing improvements in operational efficiency and targeted enhancements to our product and service offerings. These results reflect the strategic efforts to innovate and respond proactively to changing customer needs and market trends. Our teams dedication and agility in executing these strategies have been key to delivering these results, positioning us for continued growth and success in the years ahead.
Bank continues to expand its presence across regions, aiming to provide inclusive banking services to underserved communities, enabling it to serve a broader customer base and contribute to financial inclusion. The Bank acknowledges that its success is intricately linked to the satisfaction of customers. Therefore, it remains dedicated to understanding the evolving needs and expectations.
In managing the Banks liability profile, there is a continued commitment to strengthening existing relationships and maintaining robust levels of Current Account and Savings Account ("CASA") deposits. The Bank has consistently upheld strong CASA ratios, with a ratio of 36.94% as of March 31,2025, compared to 38.30% as of March 31,2024. These figures continue to reflect the Banks strong position in this key segment, well above industry averages. Despite the challenges posed by a rising interest environment, our dedication to cost management is apparent in the sustained favourable cost of funds. For the FY ended March 31,2025, it stood at 6.02%, while for the previous financial year ending March 31, 2024, it was 5.82%. Additionally, its retail deposits constitute a significant proportion, accounting for 92.52% as on March 31, 2025. Going forward, the Bank remains committed to further increasing its CASA and retail deposits to optimise its cost of funds.
On the asset front, the Bank continues to uphold a strong secured lending strategy, with secured loans making up ~99% of the overall portfolio-approximately ~80% of which is backed by immovable property and fixed deposits. This prudent approach, supported by rigorous credit evaluation and robust risk management practices, has contributed to further improvements in asset quality. As of March 31, 2025, the Banks Gross Non-Performing Assets ("GNPA") stood at 2.58%, down from 2.76% the previous year, while Net Non-Performing Assets ("NNPA") improved to 1.30% from 1.40%. This year-on-year enhancement reflects the Banks deep understanding of its borrower profile and its continued emphasis on credit discipline and portfolio quality.
The Bank recognises that interest rates are largely influenced by market dynamics, and our focus remains on actively managing our interest margin through disciplined pricing strategies. Over various interest rate cycles, we have consistently maintained a stable spread in the range of 5.3% to 5.6%, reflecting the resilience of our business model. On the liabilities side, deposits account for approximately 80%-85% of our funding base, including a strong CASA contribution of 37%. On the asset side, 45%- 50% of the loan portfolio is linked to floating interest rates, with nearly 75% of that benchmarked to the Marginal Cost of Funds based Lending Rate ("MCLR"), ensuring timely transmission of rate movements.
Furthermore, the Banks loan portfolio diversification is noteworthy, with advances in agriculture, MSME, Trading & Other Business Loans, and mortgages segments amounting to Rs.2,334.60 crores, Rs.1,511.59 crores, and Rs.1,923.31 crores, respectively, as of March 31, 2025. In the previous year, as of March 31, 2024, these segments accounted for Rs.2,293.12 crores, Rs.1,181.58 crores and Rs.1,624.03 crores respectively. The average ticket size for these segments as of March 31, 2025, stood at Rs.1.26 mn, Rs.2.19 mn and Rs.1.28 mn respectively.
In order to gain a foothold in new markets where the branch network is not yet established, the Bank is actively seeking partnerships to expand geographical presence and better understand these markets. By forging strategic alliances, it aims to mitigate associated risks while diversifying the range of products and services. Such collaborations will not only enhance the offerings but also contribute to the overall growth of Capital Small Finance Bank Limited.
The Bank has consistently delivered strong growth in both profitability and operational performance, reflecting its steadfast commitment to excellence. Over recent years, operating profit before provisions has experienced an exceptional compound annual growth rate ("CAGR") of approximately 33%, increasing from Rs.34.28 crores in FYRs.19 to Rs.187.07 crores in FYRs.25. Profit before Tax ("PBT") has also seen significant growth, rising from Rs.26.92 crores in FYRs.19 to Rs.175.13 crores in FYRs.25. Similarly, Profit after Tax ("PAT") surged from Rs.19.42 crores in FYRs.19 to Rs.131.65 crores in FYRs.25. These impressive results underscore the Banks strong financial position and operational efficiency, backed by its experienced leadership and a dedicated group of shareholders committed to upholding the highest standards of corporate governance.
Moving forward, the focus remains on strengthening of operational and profitability metrics through several key strategies. Firstly, the aim is to optimise asset-liability mix in favour of asset creation while increasing the credit to deposit ratio. Secondly, it continues to emphasise on cost optimisation and efficiency improvement. Lastly, it intends to enhance its fee income and leverage cross-selling opportunities to further diversify our revenue streams.
Cost optimisation remains a central focus for the Bank, and we take pride in our enhanced operational efficiency, reflected in the significant improvement in the operating expense (opex) ratio as a percentage of average assets. This ratio has reduced to 3.17% in FY25, down from 3.50% in FY19, highlighting our successful cost management strategies. Additionally, the cost-to-income ratio continues to show positive momentum, reaching approximately 62.30% in FY25, building on the improvements from 70.75% in FY21.
The Board is confident that the continued focus on maintaining strong liabilities and assets positions will contribute to the sustained growth and success of Bank.
The below table shows improving profitability ratios as a result of margin expansion and improved efficiencies:
Based on the robust financial performance and profitability of the Bank, the Board of Directors at its meeting held on April 29, 2025 has recommended a Final Dividend of Rs.4 per equity share (face value of Rs.10 each) for the financial year ended March 31, 2025 resulting in a total dividend payout of 13.75% against earnings of FY 2025, subject to the approval of the Shareholders at the ensuing 26th Annual General Meeting ("AGM") of the Bank. This dividend payout demonstrates the Banks commitment to delivering value to its esteemed shareholders. The Board believes in sharing the success of the institution with those who have placed their trust and invested in Capital Small Finance Bank Limited. The Board remains dedicated to maintaining a healthy dividend payout ratio while carefully considering the need for reinvestment in the Banks growth initiatives. The support and confidence of shareholders are greatly appreciated, and the Board is pleased to reward their trust through this dividend declaration.
Further, the dividend is not paid from Reserves. In terms of the provisions of the Income Tax Act, 1961, the dividend income is taxable in the hands of the shareholders and the dividend will be paid to the shareholders by the Bank after deduction of tax at source (‘TDS) at the applicable rates.
Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is not applicable, as your Bank does not fall in top 1,000 listed entities based on market capitalisation. Accordingly, your Bank has not yet formulated and adopted a Dividend Distribution Policy.
Transfer to Reserve
I n terms of RBI regulations and other applicable regulations, the Bank has appropriated the following amounts to various reserves for the financial year ended March 31, 2025:
| Particulars | Amount (Rs. in crore) |
| Profit after tax | 131.65 |
| Profit brought forward | 305.90 |
| Accumulated profit (before appropriations) | 437.55 |
| Appropriations | |
| To Statutory Reserve | 32.91 |
| To Special Reserve | 3.94 |
| To Revenue and other reserves (Investment Fluctuations reserve) | 1.52 |
| To Revenue and other reserves (Investment Reserve reserve) | 0.00 |
| To Revenue and other reserves (Other Revenue reserve) | (0.62) |
| Dividend paid during the year | 5.41 |
| Balance carried forward to balance sheet | 394.39 |
Capital Adequacy Ratio (CAR)
The Capital Adequacy Ratio (CAR) plays a vital role in maintaining the stability and soundness of banks. It is a regulatory requirement that ensures banks have sufficient capital to absorb potential losses and meet their obligations to depositors and creditors. By maintaining an adequate capital buffer, banks can mitigate the risk of insolvency and contribute to the overall resilience of the financial system.
Your Bank formulated a comprehensive capital adequacy plan that considers both systematic and idiosyncratic risks. Systematic risks are those that affect the entire banking industry, such as changes in interest rates, macroeconomic volatility, sectoral disruptions, economic conditions etc. are monitored and factored into capital planning. Idiosyncratic risks are those that are specific to the bank, including credit, market, and operational risks such as problems with its lending or investment activities are monitored and assessed. To ensure regulatory compliance and business continuity, the Bank maintains a prudent capital buffer over and above the minimum regulatory requirements. This buffer not only acts as a cushion during periods of financial stress but also enables the Bank to pursue its growth objectives in a sustainable manner and manage and mitigate risk in a better way. Your Bank has consistently maintained a strong and resilient Capital Adequacy Ratio (CAR), underscoring its robust capital position and strict adherence to regulatory norms. As of March 31,2025, the Banks CAR stood at 25.39%, significantly exceeding the minimum regulatory requirement of 15%. This substantial buffer reflects the Banks prudent capital management practices and its unwavering commitment to financial stability.
A sound capital base not only underpins the Banks day-to-day operations but also empowers it to pursue strategic growth initiatives while withstanding potential economic or sectoral shocks. Your Bank remains firmly focused on maintaining adequate capital buffers to absorb unforeseen losses, support future expansion, and instill continued confidence among regulators, investors, and other stakeholders.
Looking ahead, the Bank will continue to proactively manage its capital position, aligning with evolving regulatory expectations and emerging market opportunities in a dynamic and competitive financial environment.
Capital and Debt Structure
a) Authorised Share Capital:
During the year under review, there was no change in the Authorised Share Capital of the Bank and as on March 31, 2025 the authorised share capital of the Bank stood at Rs.50.00 crores comprising of 5,00,00,000 equity shares of Rs.10 each.
b) Issued and Subscribed Share Capital:
The Bank has issued, subscribed and paid up Share Capital of Rs.45,24,69,370 as on March 31, 2025. The Bank, during the year under review, has issued and allotted 6,417 equity shares to Material Risk Taker (MRT as identified by the Board in terms of Compensation policy) on July 19, 2024 of 10/- each at face value in the form of Employee Stock Option as per CSFB ESOP Plan for Material Risk Takers. Further, the Bank has issued and allotted 20,250 equity shares on September 11, 2024 and 1,77,750 equity shares on November 22, 2024, having face value of 10/- each at a premium of 88/- (i.e. at the total issue price of 98/-) per share in the form of Employee Stock Option as per CSFB ESOP Plan 2018 of the Bank. The equity shares issued during the year under review rank pari-passu with the existing equity shares of the Bank.
Apart from the above, the Bank did not raise any additional equity share capital during the year.
c) Non - Convertible Bonds:
During the financial year under review, the Bank has redeemed 947 units of 11% Unsecured Redeemable Non-Convertible Subordinated
Bond (Lower Tier II) in the nature of Debenture Series - X (ISIN - INE646H08095), on May 24, 2024 and the interest amount along with principal amount due thereon was credited to the accounts of debentures holders as on May 24, 2024.
Further, during the financial year under review, the Bank has not issued and allotted any Non - Convertible bonds.
Listing of Equity Shares of the Bank with BSE and NSE
The equity shares of the Bank are listed on BSE Limited and National Stock Exchange of India Limited and open for trade for public at large.
The listing fee for the FY 2025 - 2026 have been duly paid.
Disclosure regarding Employee Stock Option schemes
Capital Small Finance Bank Limited - Employees Stock Option Plan 2018 ("CSFB ESOP Plan 2018") was approved by the shareholders of the Bank in the Annual General Meeting held on August 18, 2018, amended further in Extra Ordinary General meeting held on October 22, 2021, for granting equity options to its employees. Further, the Capital Small Finance Bank Limited - Employees Stock Option Plan for Material Risk Takers ("CSFB ESOP Plan MRT") was approved by the shareholders of the Bank through Postal Ballot on July 11, 2020, amended further on October 22, 2021, for granting equity options to Material Risk Takers (MRTs as identified by the Board in terms of Compensation policy). Furthermore, Capital Small Finance Bank Limited - Employees Stock Option Plan 2023 ("CSFB ESOP Plan 2023") was approved by the shareholders of the Bank in the Extra Ordinary General Meeting held on May 12, 2023 for granting equity options to its employees.
As per Regulation 12 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, no company shall make any fresh grant which involves allotment to its employees under any scheme formulated prior to its IPO and prior to the listing of its equity shares (pre- IPO scheme) unless such scheme is ratified by its shareholders subsequent to the IPO.
In lieu of the above regulation, the Shareholders of the Bank in the Annual General meeting held on August 30, 2024 approved the CSFB Limited - Employee Stock Option Plan For Material Risk Takers and further both the Stock Exchanges accorded their In-principal approval on October 24, 2024 for 74,316 equity shares.
The details of the said existing ESOP schemes as required under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are as under:
| Scheme | CSFB ESOP Plan 2018 | CSFB ESOP Plan for MRTs | CSFB ESOP Plan 2023 |
| Date of Shareholders approval | August 18, 2018 | July 11, 2020 | May 12, 2023 |
| Total number of Options approved | 8,54,720 | 1,00,000 | 6,85,049 |
| Exercise price per Option | Rs.98 | Rs.10 | Rs.171 |
| Total No. of Options outstanding at the beginning of the year | 2,55,000 | 6,417 | 6,70,000 |
| Total Options granted during the year | - | 19,220 | - |
| Total Options vested during the year | 2,22,500 | 6,417 | - |
| Total Options exercised | 1,98,000 | 6,417 | - |
| Total number of shares arising as a result of exercise of Option | 1,98,000 | 6,417 | - |
| Options forfeited / lapsed | 16,250 | - | 45,000 |
| Total Options in force as on March 31,2025 | 40,750 | 19,220 | 6,25,000 |
| Variations in terms of Options | Nil | Nil | Nil |
| Money realised by exercise of Options | Rs.1,94,04,000 | Rs.64,170 | - |
| Details of Stock Options granted to Directors and KMPs during the year | KMP : | KMP : | KMP : |
| Mr. Munish Jain: NIL Mr. Aseem Mahajan : Nil Mr. Amit Sharma: Nil | Mr. Munish Jain: 19,220 Mr. Aseem Mahajan - Nil Mr. Amit Sharma - Nil | Mr. Munish Jain : NIL Mr. Aseem Mahajan - Nil Mr. Amit Sharma: Nil | |
| Any other employee who receives a grant of Options in any one year of Options amounting to five percent or more of total Options granted during that period | Nil | Nil | Nil |
| Identified employees who were granted options, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding, warrants and conversions) of the Bank at the time of grant any material change to the scheme and whether such scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 web-link of disclosures made on the website of the Company, as required under SEBI (Share Based Employee Benefits) Regulations, 2014 | Nil | Nil | Nil |
| Nil | Nil | Nil | |
| https://www.capitalbank.co.in/investors/disclosures- under-regulation-46-Of-the-LODR |
Registered office
During the year under review, there is no change in the registered office of the Bank.
The Registered office of the Bank is situated at Midas Corporate Park, 3rd Floor, 37, G.T. Jalandhar - 144001, Punjab, India
Sweat Equity Shares and Equity Shares with Differential Rights
In respect of the disclosure as per Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014, the Bank has not issued any Sweat Equity Shares during the financial year under review.
Pursuant to Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014, the Bank has not issued any Equity shares with differential right during the financial year under review.
Listed Securities, Debenture Trustee Detail and Credit Rating
The debt securities of the Bank issued in the form of Upper Tier-II Bonds, which are listed on the BSE Limited and detail of the same is as under:
| NCD Series | Coupon Rate | isin | Rating by Brickwork Ratings India Private Limited on April 12, 2024 | Rating by Brickwork Ratings India Private Limited on April 09, 2025 | Rating by Care Ratings Limited on March 12, 2024 | Rating by Care Ratings Limited on March 07, 2025 |
| Unsecured Redeemable Non-Convertible (Upper Tier II), Basel I Compliant Bonds 2014-15 (Series XI) | 11.75% | INE646H08012 | BWR A+ Outlook: (Stable) (Reaffirmation) | BWR A+ Outlook: (Stable) (Reaffirmation) | CARE A-; Stable (Single A Minus; Outlook: Stable) | CARE A-; Stable (Single A Minus; Outlook: Stable) |
| Unsecured Redeemable Non-Convertible (Upper Tier II), Basel I Compliant Bonds 2015-16 (SERIES XIII) | 11.75% | INE646H08020 | BWR A+ Outlook: (Stable) (Reaffirmation) | BWR A+ Outlook: (Stable) (Reaffirmation) | CARE A-; Stable (Single A Minus; Outlook: Stable) | CARE A-; Stable (Single A Minus; Outlook: Stable) |
The Bank has got the following credit rating in respect of unlisted debt securities of the Bank issued in the form of Lower Tier-II Bonds
| NCD Series | Coupon Rate | isin | Rating by Brickwork Ratings India Private Limited on April 12, 2024 | Rating by Brickwork Ratings India Private Limited on April 09, 2025 | Rating by Care Ratings Limited on March 12, 2024 | Rating by Care Ratings Limited on March 07, 2025 |
| Unsecured Redeemable Non-Convertible Lower Tier II Basel-II Compliant Bonds 2018-19 in the nature of debentures (Series-XVII) | 10% | INE646H08129 | BWR A+ Outlook: (Stable) (Reaffirmation) | BWR A+ Outlook: (Stable) (Reaffirmation) | CARE A; Stable | CARE A; Stable |
Note: The above rating details can be accessed on the website of the Bank at https://www.capitalbank.co.in/investors/ credit-ratings
Contact Details of Debenture Trustee:
Name : IDBI Trusteeship Services Limited Address : Universal Insurance Building,
Ground Floor, Sir PM. Road,
Fort, Mumbai - 400001 E-mail : itsl@idbitrustee.co.in Tel No. +91-22-40807000
Dematerialisation of Securities
The Bank has been issued ISIN for the Equity Shares and debt securities by NSDL and CDSL. The equity Shares of all the Directors, KMPs and Promoters have been dematerialised and the Bank is making all possible efforts to make the security holders aware and get their securities converted into Dematerialised form. Out of total paid up capital, 85.74% of shares are in dematerialisation form as on March 31, 2025.
Compliances as per the Reserve Bank of India and the Government of India
The Bank has complied with statutory compliances with respect to all the applicable rules/regulations/ guidelines/notifications issued by the Reserve Bank of India and the Government of India.
Particulars of employees
The information in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure A. Further, the statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure B and forms part of this report.
The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. In terms of Section 136 of the Companies Act, 2013, the Annual Report excluding the said information is being sent to the members of the Bank and others entitled thereto. The said information is available for inspection by the members during working hours at the Registered Office of the Bank up to the date of ensuing AGM. A copy of this statement may be obtained by the Members by writing to the Company Secretary of the Bank.
Transfer of unclaimed dividend to Investor Education and Protection Fund
Pursuant to the relevant provisions of Section 125 of the Companies Act, 2013 and the rules made thereunder, the amount of unpaid dividends that are lying unclaimed for a period of 7 years from the date of its transfer to the unpaid dividend account, is liable to be transferred to Investor Education and Protection Fund (IEPF).
Shareholders may note that both the unclaimed dividend and corresponding shares, which have been transferred to IEPF in previous financial years, including all benefits arising on such shares, can be claimed from IEPF as per the procedure provided under the applicable provisions of the Companies Act, 2013. The Bank sends periodic intimation to shareholders, advising them to lodge their claims with respect to unclaimed dividend. Mr. Amit Sharma, Company Secretary, has been appointed as nodal officer to ensure compliance with the IEPF Rules. The detail of Nodal officer is also provided on the website of the Bank.
Accordingly, Unclaimed Dividends for and up to the financial year ended March 31, 2017 have already been transferred to the IEPF. Further, the Unclaimed Dividend in respect of the financial year ended March 31, 2018 must be claimed by the concerned Shareholders on or before September 24, 2025 failing which it will be transferred to IEPF in accordance with the Rules. The data for the same is available on the website of the Bank at https://www.capitalbank. co.in/investors/disclosures-under-regulation-62-Of- the-LODR/unclaimed-dividends-equity.
The details of Unclaimed Dividends as on March 31, 2025 and the last date for claiming the same, prior to its transfer to the IEPF, are as under:
| Dividend for the year ended | Date of declaration of Dividend | Last date for claiming Dividend | Unclaimed Dividend as on March 31, 2025 (Amt. in ) |
| March 31, 2018 | August 18, 2018 | September 24, 2025 | 2,16,652.80 |
| March 31, 2019 | September 27, 2019 | November 03, 2026 | 1,04,140.00 |
| March 31, 2020 | - | - | |
| March 31, 2021 | August 20, 2021 | September 26, 2028 | 1,39,522.00 |
| March 31, 2022 | August 05, 2022 | September 11, 2029 | 5,52,360.58 |
| March 31, 2023 | August 11, 2023 | September 10, 2030 | 7,04,269.50 |
| March 31, 2024 | August 30, 2024 | September 30, 2031 | 72,11,329.08 |
Transfer of Underlying Equity shares in respect of the unclaimed Dividend to IEPF
Pursuant to the relevant provisions of Section 124 and Section 125 of the Companies Act, 2013 read with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, the unclaimed Dividend and the underlying Equity Shares of the Bank for the Financial Year 2016 -17 (in case where the Dividend for subsequent 7 financial years have not been claimed by the concerned Shareholder), were liable to be transferred by the Bank to IEPF Authority and the same has been transferred, pursuant to the notification issued by the Ministry of Corporate Affairs (MCA) dated October 16, 2017.
Annual Return pursuant to sub- section (3) of Section 92 of the Companies Act, 2013
The draft Annual Return of the Bank for FY ended March 31,2025 is available on the website of the Bank at https://www.capitalbank.co.in/investors/yearly- compliances in the format (MGT-7) prescribed under the Companies Act, 2013.
Requirement for maintenance of cost records
The cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, are not required to be maintained by the Bank.
Disclosure under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014
Energy Conservation:
Being a Banking company, energy consumed during this period is only in the form of electricity and diesel used in generators. The Bank has allocated specific cost budgets to reduce electric waste for Head Office and all its branches. The same is monitored on periodical basis. Other measures like use of LEDs, power saver air conditioning equipment etc. are being installed for conserving the energy. There is no capital investment on energy conservation equipment other than specified.
The steps taken by the Bank for conservation of energy:
• Encouraging green plants in / outside the Banks premises to lower air conditioning needs and keeping temperatures at 24?C or higher.
• Switching to LED lights instead of traditional ones to cut down on electricity usage.
• Using timers for signage to optimise energy usage.
• Installing power factor systems in electrical panels for efficient electricity use and implementing power factor corrections.
• Recognising the importance of renewable energy for a cleaner future, the Bank has installed a 220 KW solar plant at its Head Office situated at Jalandhar, Punjab
Technology Absorption:
We believe that the banks with the ability to adopt and integrate information technology will dominate in the highly competitive domestic market. Accordingly, the Bank continues to leverage information technology as a strategic tool in business operations for customer delight by offering efficient and improved services with low cost and using it as a tool to improve staff productivity, increasing efficiency and more efficient & effective control over banking operations.
We are convinced that investing in IT is critical and also understand that its potential and consequences on the banking is enormous. That is why the Bank since its inception is equipped with a full-fledged Information Technology Department with required manpower to strengthen develop, maintain and support IT infrastructure.
Digital banking for asset products offers convenient Banking for Customers, eliminating the need for excessive paperwork and enhancing banking experience. This technological advancement allows the Bank to leverage its capabilities and streamline operations, ultimately leading to increased efficiency and faster service.
Benefits derived like product improvement, cost reduction, product development or import substitution:
Bank is investing in initiatives and innovations to build a digital gateway to a sustainable lifestyle. The Banks investments in digital technologies have simplified banking and enabled a smoother customer journey.
In addition, the Bank continues to strengthen its core systems and applications with planned upgrades and offers a robust technology platform.
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
a) The details of technology imported: Nil
b) The year of import: Nil
c) Whether the technology been fully absorbed: Nil
d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Nil
Expenditure incurred on Research and Development:
Since financial services is being primarily covered under Service Sector, the details of this clause are not applicable to the Bank.
Foreign exchange earnings and outgo:
There was no foreign exchange earnings or outgo during the year under review.
Disclosures under Section Sec 134(3)(l) of the Companies Act, 2013
There are no material changes and commitments, affecting the financial position of the Bank, which has occurred between the end of the financial year of the Bank to which the financial statements relates and date of this report.
Details of significant & material orders passed by the regulators or courts or tribunals
There were no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Bank and its future operations.
Disclosure of Penalties imposed on the Bank during the Financial Year
I. Please refer note 16 to Schedule 18 forming part of the financial statements, which forms part of this annual report.
II. Penalties imposed by stock exchanges or SEBI or any statutory authority, on any matter relating to capital markets.
During the review period, no penalty was imposed by stock exchanges or SEBI or any statutory authority on any matters relating to capital markets.
Deposits
Being a Banking company, the disclosures required as per Rule 8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014 read with Section 73 and 74 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014 are not applicable. The details of the deposits received and accepted by your Bank as a Banking company have been disclosed in the financial statements for the financial year ended March 31, 2025.
Asset-Liability and Risk Managemen pursuant to Section 134(3)(n) o
Companies Act, 2013
The Bank has established a comprehensive and robust Risk Management Framework designed to identify, assess, monitor, and mitigate risks across its operations. Whilst the Board is responsible for framing, implementing and monitoring the said risk management framework, it has delegated its powers relating to monitoring and reviewing of risk associated with the business of the Bank to the Risk Management Committee. Bank follows an integrated approach to managing risks and the processes are embedded in the fundamental business model. The Risk Management Landscape in the Bank covers the stages of identifying, assessing, measuring, managing, controlling and reporting risk concerns across all the risk classes viz. Credit, Market and Operational Risks and Liquidity Risk. The Risk Management Policies adopted and reviewed periodically articulate, codify the strategy, structure, processes and systems to manage bank wide risks. Expanding business arenas, deregulation and globalisation of financial activities, emergence of new financial products and increased level of competition has necessitated the need for an effective and structured risk management practice in financial institutions. The Bank has adopted an integrated approach for the management of risk. Effective internal policies are developed in tune with the business requirements and best practices. Capital Bank has formulated ‘Risk Management Policy which also includes Internal Capital Adequacy Assessment Policy ("ICAAP") for identifying and measuring various operational, credit, market and solvency risks. Operational risks are managed through comprehensive systems of internal control, establishing systems and procedures to monitor transactions, maintaining key back-up procedures and undertaking regular contingency planning. We constantly strive to enhance the risk management capabilities in accordance with the emerging regulatory guidelines and the broad risk management principles. The Bank reviews the risk management system and the progress made in implementing the RBI guidelines on risk management, on a quarterly basis. The Asset Liability Management Committee ("ALCO"), consisting of the Banks senior management and the Managing Director, is responsible for ensuring adherence to the limits set by the Board as well as for deciding the business strategy of the Bank (on the assets and liabilities sides) in line with the Banks budget and decided risk management objectives. The Committee actively manages and controls the structure of assets and liabilities and interest rate sensitivities with a view of optimising profits besides maintaining capital adequacy and sufficient liquidity. Statements for Structured Liquidity, Liquidity Coverage and Interest Rate Sensitivity of the bank is being prepared in line with the RBI guidelines to actively manage the liquidity and interest rate risks.
Liquidity Risk Management has been at the core of sound risk management practices of banking industry in the modern age. The Liquidity risk is the potential inability to meet the Banks liabilities as they become due. It arises when the Banks are unable to generate cash to cope with a decline in deposits or increase in assets.
The Bank gives utmost importance to manage various risks in most efficient way and has articulated comprehensive structure for liquidity risk management through various policies including Contingency Funding Plan ("CFP") which aims to address the adverse liquidity scenarios. It is recommended by ALCO to Risk Management Committee of Board ("RMCB") on annual basis for approval and is reviewed quarterly by the ALCO. In case, any review by the ALCO results in the funding gap, ALCO will be responsible to establish an action plan on the same which shall be approved by the RMCB. Further the decision to use the lines of defence as per the CFP lies with the ALCO. The contingency is defined in various scenarios. The comprehensive CFP endeavours to monitor liquidity on real time basis, with a wide and unrelated range of lines of defence, along with proper channel of reporting, escalation and decision making.
The Bank has constituted a Risk Management Committee. The details of the said committee and its terms of reference are set out in the report on corporate governance, which forms part of this annual report.
Further, the Bank has formulated Stress Testing Framework for evaluation of Banks financial position under a severe but plausible scenario to assist in decision making within the Bank. It enables the Bank in forward looking assessment of risks. It facilitates internal and external communication and helps senior management understand the condition of the Bank in the stressed situations. Stress testing outputs are extremely useful in decision making process in terms of potential actions like risk mitigation techniques, contingency plans, capital and liquidity management in stressed conditions.
Stress testing forms an integral input of the internal capital adequacy assessment process, which requires the Bank to undertake forward-looking stress testing that identifies severe events or changes in market conditions that could adversely impact the Bank. The stress testing reports provide the senior management with a thorough understanding of the material risks to which the Bank may be exposed and to help in potential actions like mitigation techniques, contingency plans, capital and liquidity management in stressed conditions etc. Further, stress testing is an important input in identifying, measuring and controlling funding liquidity risks, in particular for assessing the Banks liquidity profile and the adequacy of liquidity buffers in case of both bank-specific and market-wide stress events.
The Bank has a strong impetus on risk management and it realised that risk management is backbone of banking industry and being an evolving topic, the bank attempts to keep evolving various newer avenues to manage risk effectively and efficiently as per the risk management policy and framework of the bank so that the whole structure is well aligned with the risk appetite, risk assessment and risk mitigation strategy of the Bank. The risk management committee monitor and review the risk management plan and to perform functions as defined under the Companies Act, 2013 and SEBI Listing Regulations.
Independent Directors Declaration in terms of Section 134(3)(d); Section 149(6) of Companies Act 2013 and Regulation 16(1) (b) of SEBI Listing Regulations
The composition of Board of Directors of the Bank is governed by the provisions of the Companies Act, 2013 and the Banking Regulation Act, 1949. The Board of the Bank as on March 31, 2025 consisted of twelve Directors, out of which seven directors are Independent Directors.
Mr. Srinath Srinivasan (DIN : 00107184), Nominee Director of Oman India Joint Investment Fund II resigned from the Board of the Bank on February 27, 2025 due to his personal reasons. There was no other change in the Board of Directors of the Bank during the year under review.
The Bank has obtained declaration of Independence from Mr. Navin Kumar Maini (DIN : 00419921), Mr. Gurpreet Singh Chug (DIN : 01003380), Mr. Sham Singh Bains (DIN : 01537844), Ms. Rachna Dikshit (DIN : 08759332), Mr. Kamaldeep Singh Sangha (DIN : 08242130), Mr. Sukhen Pal Babuta (DIN : 01739016) and Mr. Nageswara Rao Yalamanchili (DIN : 06651230) and they meet the criteria of independence as laid down under Section 149(6) and 149(7), Schedule IV of the Companies Act, 2013 and Regulation 16(1)(b) & Regulation 25(8) of SEBI Listing Regulations. Further, all the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. During the year under review, the separate meeting of Independent Directors was conducted on January 13, 2025.
Pursuant to the Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board opines that all the Independent Directors of the Bank adhere to corporate integrity, possess the requisite expertise, experience and qualifications to discharge the responsibilities as an Independent Director as mandated by the Companies Act, 2013 and other applicable laws and fulfil the conditions of independence specified in the Companies Act, 2013 and the SEBI Listing Regulations and that they are independent of the management.
All the Independent Directors of the Bank have been registered and are members of the Independent Directors Databank maintained by the Indian Institute
of Corporate Affairs (IICA). Three Independent Directors were granted exemption and the four Independent Directors had already passed the online Proficiency self-assessment test.
During the year under review, Mr. Navin Kumar Maini (DIN : 00419921) was re-appointed as Part - Time Chairman of the Bank w.e.f April 24, 2025 till January 29, 2027.
Companys Policy on Directors Appointment & Remuneration including criteria for determining Qualifications, Attributes, Independence etc. in terms of Section 134(3)(e); Section 178(1) & (3) of the Companies Act 2013
Basis the ‘Fit and Proper criteria laid down by the Reserve Bank of India, the Nomination and Remuneration Committee (NRC) of the Bank conducts the due diligence of the Board members on yearly basis except for the Directors who are member of the NRC.
Further, Board also conducts due diligence of all the Directors on yearly basis. The due diligence process involves considering the appointment and remuneration of Directors and Key Managerial Personnel as per the guidelines issued by Reserve Bank of India and the Companies Act, 2013. The process contains detailed procedures for determining qualifications, positive attributes, due diligence mechanism and reference checks for appointment of Directors and Key Managerial Personnel.
The Bank has put in place the Compensation Policy for Employees including MD & CEO, WTD and other Material Risk Takers (MRTs) and Comprehensive Compensation policy for Non-Executive Directors with a key objective to support organisational strategy by helping to build a competitive, high performance and accompany with an entrepreneurial culture that attracts, retains, motivates and rewards high performing employees as well as properly compensate the employees vis-a-vis their risk and performance involvement. The policies are available on the website of the Bank at https://www.capitalbank.co.in/ investors/secreterial-policies.
Performance Evaluation of Board in terms of Section 134(3)(p) of the Companies Act, 2013
The Nomination and Remuneration Committee (NRC) and the Board has approved the evaluation process for evaluating the performance of the Board and Committees as whole and individual director. During the year under review, a separate meeting of Independent Directors was held on January 13, 2025, which carried out the annual evaluation of the performance of Non- Executive Non-Independent Directors, Executive Directors, Chairperson, Board as a Whole and Board Committees. Further, the Board of Directors in its meeting held on January 29, 2025 had also conducted the Annual evaluation of performance of Board as a whole, Board Committees, Chairperson, Managing Director, Executive Director, Independent Directors and Non-Executive Directors.
In accordance with the provisions of Section 149(8) read with Schedule IV, Section 178(2) of the Companies Act, 2013, Regulation 17 and other applicable Regulations of SEBI Listing Regulations, and in consonance with Guidance Note on Board Evaluation issued by the SEBI, the Board assesses the performance of the Individual Director, Board Committees and Board as a whole on the basis of various criteria with the aim to improve the effectiveness of the individual Director, Committees and the Board. The description and process of annual performance evaluation has been provided in Report on Corporate Governance annexed with Boards Report as Annexure C.
State of the Companys Affairs in terms of Section 134(3)(i) of the Companies Act 2013
The state of affairs of the Bank in details has been given separately in different sections of the Board Report and also under Management Discussion and Analysis. There was no change in status of the Bank during the year ended March 31,2025.
Name of the companies which have become or ceased to be Subsidiaries/ Associates or Joint Ventures during the year in terms of Section 134(3) (q) read with Rule 8(5)(iv) of Companies (Accounts) Rules, 2014
The Bank has no subsidiary and joint venture. Further, no company have become or ceased to be the Subsidiary, Joint venture or Associate company of the Bank during the financial year under review.
Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Bank is dedicated to fostering a safe and healthy work environment for all employees, free from prejudice, gender bias, and sexual harassment. The Bank uphold a zero-tolerance policy towards any form of sexual harassment and strive to promote a positive and productive workplace for everyone. In alignment with the guidelines set forth in the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Bank ensures a safe and conducive work environment for all employees and associates by implementation of a Policy on Prevention and Redressal against Sexual Harassment at the workplace.
The Bank has formulated and adopted a policy on prevention of sexual harassment of women at workplace and has complied with the provision by constituting Internal Complaint Committees at Head office level and at Regional level (for Branches). The composition of the committees is in consonance with the provisions of the Sexual Harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. These committees are formulated for redressal of complaints for Sexual Harassment of women at the workplace and take all necessary measures to ensure a harassment-free workplace. The Bank believes that all employees, including other individuals who are dealing with the Bank have the right to be treated with dignity.
The following is the summary of the complaints received and disposed off during the Financial Year 2024-25:-
In Head Office (including Regional Offices)
a) No. of SH complaints received: Nil
b) No. of SH complaints disposed off: Nil In Branches:
a) No. of SH complaints received: 1
b) No. of SH complaints disposed off: 1
The Committee believes in ethics and takes appropriate action against the employees who have violated the norms, which includes disciplinary action such as warning letter and in some cases termination of employment depending upon the gravity of violation.
Adequacy of Internal Financial Controls Related to Financial Statements
The Companies Act, 2013 has introduced a reasonably advanced reporting concept for auditors i.e. Internal Financial Control (IFC) over financial reporting. Auditors of the company are required to report on adequacy and operating effectiveness of internal financial controls of the company with report on financial statements prepared under Section 143 of the Companies Act, 2013.
The Bank as per the requirement of Section 134(5)(e) has adopted the policies and procedures to ensure orderly and efficient conduct of its business, including adherence to the Banks policies, safeguarding of its assets prevention and detection of frauds and errors, accuracy and completeness of accounting records, timely preparation of reliable financial information.
The internal financial controls of the Bank with respect to the financial statements are adequate and are operating effectively.
During the year under review, the Auditors have not reported any instances of frauds committed in the Bank by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in the Report.
Directors
The Board of the Bank is duly constituted in accordance with the provisions of Banking Regulation Act, 1949, the Companies Act, 2013, SEBI Listing Regulations and other applicable law/guidelines.
Mr. Sarvjit Singh Samra (DIN : 00477444) has held the office as Managing Director & CEO of the Bank w.e.f. April 24, 2022 for a period of three years. He has been further re-appointed as Managing Director and CEO of the Bank w.e.f. April 24, 2025 for a period of three years. Mr. Sarvjit Singh Samra has been instrumental in taking key decisions from day one that have contributed to the Bank emerging as the most preferred Bank in its area of operation. His vision to serve common man and the local touch has given the Bank a competitive edge over other banks operating in the area and the Bank is able to provide safe, efficient and service oriented repository of savings to the local community while reducing their dependence on moneylenders by making need-based credit easily available.
Part-time Chairman
Pursuant to the approval of the Reserve Bank of India, Mr. Navin Kumar Maini (DIN: 00419921) is acting as Part-time Chairman of Capital Small Finance Bank Limited for a period of three years w.e.f. April 24, 2022. He is re-appointed as Part-time Chairman of the Bank w.e.f. April 24, 2025 till January 29, 2027.
Retirement/Appointment of Directors in compliance to Section 10(2A)(i) of the Banking Regulation Act, 1949
The Board is duly constituted as per the provisions of the Banking Regulation Act, 1949, Companies Act, 2013, RBI guidelines for Small Finance Banks and SEBI Listing Regulations, as may be applicable. As of March 31, 2025, the Board consisted of 12 Directors, including 7 Independent Directors, 1 Non - Executive Director, 2 Non - Executive Nominee Directors and 2 Executive Directors.
Except the resignation of Mr. Srinath Srinivasan (DIN :00107184) as Nominee Director, there is no other change in the composition of the Board of Directors during the period under review.
The composition of the Board of Directors of the Bank as on March 31, 2025 are as follows
| S. Name of Director No. | DIN | Designation |
| 1. Mr. Navin Kumar Maini | 00419921 | Part Time Chairman - Non Executive Independent Director |
| 2. Mr. Sarvjit Singh Samra | 00477444 | Managing Director and CEO |
| 3. Mr. Munish Jain | 10132430 | Executive Director |
| 4. Mr. Dinesh Gupta | 00475319 | Non - Executive Director |
| 5. Mr. Mahesh Parasuraman | 00233782 | Non - Executive Director (Nominee Director of Amicus Capital Private Equity I LLP and Amicus Capital Partners India Fund I) |
| 6. Mr. Balbir Singh | 02284941 | Non - Executive Director (Nominee Director of SIDBI) |
| 7. Mr. Gurpreet Singh Chug | 01003380 | Non Executive Independent Director |
| 8. Mr. Sham Singh Bains | 01537844 | Non Executive Independent Director |
| 9. Ms. Rachna Dikshit | 08759332 | Non Executive Independent Director |
| 10. Mr. Nageswara Rao Yalamanchili | 06651230 | Non Executive Independent Director |
| 11. Mr. Kamaldeep Singh Sangha | 08242130 | Non Executive Independent Director |
| 12. Mr. Sukhen Pal Babuta | 01739016 | Non Executive Independent Director |
Certificate of Non - Disqualification of Directors
I n terms of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the Bank has obtained a certificate from Deepak Arora & Associates, Company Secretaries, confirming that none of the directors on the Board of the Bank have been debarred or disqualified from being appointed or continuing as directors of the companies either by SEBI or MCA or any other statutory / regulatory authority. The said certificate is available on the website of the Bank at https://www.capitalbank.co.in/investors/yearly- compliances
Directors Retiring by Rotation
I n terms of Section 152 of the Companies Act, 2013, Mr. Balbir Singh (DIN : 02284941), Nominee Director being longest in the office shall retire by rotation at the forthcoming Annual General Meeting and being eligible for re- appointment, offers himself for reappointment.
Appointments/Resignations of the Key Managerial Personnel
The Bank had following Key Managerial Personnel as on March 31,2024:
| Name | Designation |
| Mr. Sarvjit Singh Samra | Managing Director and Chief Executive Officer |
| Mr. Munish Jain | Executive Director and Chief Financial Officer |
| Mr. Amit Sharma v y | Company Secretary and Compliance Officer < V |
The Board of Directors appointed Mr. Aseem Mahajan as the Chief Financial Officer w.e.f. April 24, 2024 of the Bank and pursuant to said appointment, Mr. Munish Jain ceased to hold the position of Chief Financial Officer of the Bank as on even date.
As on March 31, 2025 and on the date of this report, following are the Key Managerial Personnel (‘KMP) as per Section 203(1) read with Section 2(51) of the Companies Act, 2013 and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
| Mr. Sarvjit Singh Samra | Managing Director and Chief Executive Officer |
| Mr. Munish Jain | Executive Director |
| Mr. Aseem Mahajan | Chief Financial Officer |
| Mr. Amit Sharma | Company Secretary and Compliance Officer |
Corporate Governance
Corporate governance is the combination of rules, processes or laws by which businesses are operated, regulated or controlled and that aims at effective, transparent, and responsible management of a company within the applicable statutory and regulatory structures.
Over the last several years, the external environment in which public companies operate has become increasingly complex for companies and shareholders alike. The increased regulatory burdens imposed on public companies in recent years have added to the costs and complexity of overseeing and managing a corporations business and bring new challenges from operational, regulatory and compliance perspectives. Many cases of Management failures and financial crisis have been reported in the finance industry during the financial year and all these are the cause of poor corporate governance.
Your Bank has formulated a Corporate Governance framework which ensures timely disclosures and filing of correct information regarding our financials and performance, as well as the leadership and governance of the Bank. The Board is constituted professionally with a strong commitment to shareholder value, transparency, accountability, ethical standards and regulatory compliances.
The Boards supervisory role is independent and separate from the executive management and the Board Committees. The Composition of the Board of Directors as on March 31,2025 comprised of majority of Independent directors and this is a great step of the Bank towards better Corporate Governance.
The Board presently comprises of twelve Directors including one-woman director and it provides diverse combination of professionalism, knowledge, expertise and experience as required in the banking business for long-term success. The Board has seven Independent Directors constituting more than one- half of its total membership strength including one women Director and two Nominee Directors. The Directors have distinguished themselves in different walks of life through experience and expertise. The Bank recognises and embraces the benefits of having a diverse Board of Directors to enhance the quality of its performance. The Bank considers increasing diversity at Board level as an essential element in maintaining a competitive advantage in the complex business that it operates. The identified key skills/ expertise/competencies of the Board and mapping with individual director are provided in the ‘Corporate Governance Report, forms a part of this Report.
The Bank has duly framed policies and codes which are required under the Companies Act, 2013, SEBI Listing Regulations and other Laws/Rules/ Regulations as applicable on the Bank. The policies/ codes as required to disclose on the website of the Bank are available at https://www.capitalbank.co.in.
A report on Corporate Governance and Certificate from the Company Secretary in Practice confirming compliance of conditions, as stipulated under SEBI Listing Regulations, is annexed as Annexure C and forms an integral part of this Annual Report.
Business Responsibility and Sustainability Report
Your Bank does not fall in top 1000 listed entities based on the market capitalisation. Hence, Business Responsibility and Sustainability Report is not applicable.
Code of Conduct for Directors and SMPs
In accordance with Regulation 17(5) of SEBI Listing Regulations, the Bank has adopted the Code of Conduct for Directors and Senior Management Personnel ("SMPs"). The code of conduct sets forth the guiding principles for orderly & fair conduct by Directors and SMPs. All Directors and SMPs have affirmed the compliance of the code for the FYRs.25 and a declaration to this effect signed by the MD & CEO forms part of Report on Corporate Governance annexed with Boards Report as Annexure - C. The Banks Code of Conduct for Directors and SMPs is disclosed on the website of the Bank at https://www. capitalbank.co.in/investors/secreterial-policies.
MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD
Board of Directors
Details of the Board of Directors and Board meetings held during the year, are provided in the Corporate Governance Report, forms a part of this Report.
During the year under review, eleven Board Meetings were convened and held, the details of which are given in the Corporate Governance Report, forms a part of this Report. The maximum interval between any two consecutive meetings did not exceed 120 days as prescribed under the Companies Act, 2013.
Committees of Directors
The Bank has several committees which have been established as a part of best Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. The Bank has following Committees of the Board as on March 31, 2025
Meeting of independent directors
As per the requirement of the Section 149(8) read with Schedule IV of Companies Act, 2013 (Code for Independent Directors) and Regulation 25 of SEBI Listing Regulations, the independent directors of the company shall hold at least one meeting in a financial year, without the attendance of non-independent directors and members of management.
During the year under review, the Independent Directors of the Bank met on January 13, 2025.
Details of General Body Meetings
A. Location and time of last three Annual General Meetings (AGMs) and details of special resolutions passed thereat:
| Financial Year | Particulars of Meeting | Date and Time | Location | Special Resolution passed |
| 2022 - 2023 | 23rd Annual General Meeting | August 05, 2022 at 11 a.m. (IST) | Through Video Conferencing ("VC") / Other Audio - Visual Means ("OAVM") | • To Re-Appoint Mr. Sham Singh Bains (DIN: 01537844) as a Non- Executive Independent director for a second term of Three years. |
| 2023 - 2024 | 24th Annual General Meeting | August 11, 2023 at 11:00 am (IST) | Through Video Conferencing ("VC") / Other Audio - Visual Means ("OAVM") | • To approve the revised remuneration of Mr. Sarvjit Singh Samra (DIN: 00477444), Managing Director & CEO for the period commencing from April 24, 2022 till April 23, 2023 |
| • To approve the updated remuneration of Mr. Sarvjit Singh Samra (DIN: 00477444), Managing Director & CEO for financial year 2023-24 onwards | ||||
| 2024 - 2025 | 25th Annual General Meeting | August 30, 2024 at 11:00 am (IST) | Through Video Conferencing ("VC") / Other Audio - Visual Means ("OAVM") | • To approve the remuneration of Mr. Sarvjit Singh Samra (DIN: 00477444), Managing Director & Chief Executive Officer from April 01, 2024 to April 23, 2025 |
| • To approve the remuneration of Mr. Munish Jain (DIN: 10132430), Executive Director from April 01, 2024 to August 27, 2026 | ||||
| • Ratification of CSFB Limited - Employee Stock Option Plan for Material Risk Takers |
B. Postal Ballot during the FY 2024-25
Pursuant to provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of SEBI Listing Regulations, Secretarial Standard on General Meetings issued by Institute of Company Secretaries of India, General Circulars Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021,03/2022 dated May 05, 2022, 11 /2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 9/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs and other applicable rules/regulations/guidelines/circulars/notifications, the Bank has received shareholders approval by passing following special resolutions on January 22, 2025:
| Date of Postal Ballot Notice | Agenda Heading | Number of Votes | Percentage of Votes | ||
| In favour | Against | In favour | Against | ||
| December 05, 2024 | TO APPROVE THE RE-APPOINTMENT OF MR. SARVJIT SINGH SAMRA (DIN: 00477444) AS MANAGING DIRECTOR AND CEO OF THE BANK FOR A PERIOD OF THREE YEARS W.E.F. APRIL 24, 2025 | 1,72,96,990 | 3,473 | 99.9799% | 0.0201% |
| RE-APPOINTMENT OF MR. NAVIN KUMAR MAINI, INDEPENDENT DIRECTOR (DIN: 00419921) AS PARTTIME CHAIRMAN OF THE BANK W.E.F. APRIL 24, 2025 TILL JANUARY 29, 2027 | 2,54,09,272 | 3,473 | 99.9863% | 0.0137% | |
Mr. Brij Kishore Sharma of M/s B K Sharma and Associates, Company Secretaries, Jaipur (Membership No. F6206 & CP No. 12636) was appointed as the "Scrutiniser", to scrutinise the e-voting process in a fair and transparent manner pursuant to Rule 22(5) of the Companies (Management and Administration) Rules, 2014.
Procedure of the Postal Ballot
The Postal Ballot procedure followed by the Bank is as per the provisions of Section 108 and Section 110 of the Companies Act, 2013 read with applicable Rules and the SEBI Listing Regulations and the Secretarial Standards - 2 ("SS-2") issued by the Institute of Company Secretaries of India. Members were provided with the facility to cast their votes through e-Voting. The Board of Directors of the Bank had appointed Scrutiniser for conducting the postal ballot voting process fairly and transparently. The Scrutiniser submits his report to the Company Secretary & Compliance Officer as authorised by the Chairman of the Board after the completion of the scrutiny of the e-Voting results. Considering the results and report of the Scrutiniser of the Postal Ballot, the resolutions were considered approved. The necessary intimations as required under the applicable provisions of SEBI Listing Regulations were submitted to the Stock Exchanges and post declarations of the results, the same are displayed on the website of the Bank and e-voting service provider.
C. Extraordinary General Meeting during the FY 2024-25
No Extraordinary General Meeting ("EGM") of the Shareholders was conducted during the FY 2024 - 2025.
Corporate Social Responsibility
As a responsible corporate entity, Capital Small Finance Bank Limited strongly believes in the idea of paying back to the society in order to run a sustainable business. Accordingly, in Capital Small Finance Bank Limited, Corporate Social Responsibility ("CSR") is considered as an important function. Our CSR activities include encouraging education, commitment to Environment Stewardship, Inclusion & Empowerment, promoting sports, eradicating hunger and improving health care. We are managing education centres for underprivileged children.
The Banks CSR policy and programmes are in accordance with Section 135 of Companies Act, 2013, the Bank takes multiple initiatives in the areas of education, green belt, environment, Rural Sports Development, Inclusion & Empowerment and health. Corporate Social Responsibility Policy of the Bank can also be accessed from the website of the Bank https://www.capitalbank.co.in/investors/secreterial- policies.
The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided as Annexure - D which forms part of the Boards Report.
The Bank undertakes its Corporate Social Responsibility activities through Capital Foundation (a Society Registered under the Societies Registration Act, 1860). During the year under review, the Bank has disbursed the entire amount of its CSR obligation to the Capital Foundation. As per the report received from the Capital Foundation 2,00,48,593.73 has remained unspent as some of the Ongoing Projects has not been fully matured. Accordingly, as approved by the CSR Committee, the Capital Foundation has transferred the said unspent amount to Unspent Corporate Social Responsibility Account in accordance with the provisions of Section 135(6) of the Companies Act, 2013.
Impact Assessment of CSR Projects
The Banks average CSR obligation in the three immediately preceding financial years does not exceed INR 10 crores. Hence the Bank is not required to undertake impact assessment, through an independent agency in terms of Rule 8(3)(a) of the Companies (Corporate Social Responsibility Policy) Rules, 2014.
Green Initiatives
The Ministry of Corporate Affairs ("MCA") has taken a "Go Green Initiative in the Corporate Governance" by allowing paperless compliances by companies. The applicable provisions of Companies Act, 2013 read with rules made thereunder permits circulation of financial statements, notices etc. to Shareholders through electronic mode as per the records of the Banks Registrar and Share Transfer Agent or as provided by the Depositories.
In view of the same, the Bank hereby request all the stakeholders to get their E-mail registered with the Bank so as to get the Annual Reports at the E-mail ids eliminating the usage of paper mode.
Also, registering your e-mail address with the Bank will ensure that the Bank can directly connect with you and no important communication from side of the Bank will be missed by you as a shareholder of the Bank.
Vigil Mechanism
The Bank values reliability, fairness and equality which form foundation for all the decisions taken and believes in conducting its affairs in a fair manner to build customer trust and confidence and ensure customer delight. The Bank encourages its employees, all stakeholders and members of general public, who have concerns about suspected misconduct, to come forward and express these concerns without fear of retaliation or unfair treatment. A Whistle-Blower Policy in Banking Institutions is crucial for fostering transparency, accountability, and ethical behaviour within the organisation.
The Bank has implemented a Whistleblower Policy, which is periodically reviewed, providing which safeguards against victimisation of employees and Directors. The Policy allows to raise concerns on Reportable Matters (as defined in the policy) such as breach of Banks Code of Conduct, fraud, bribery, corruption, employee misconduct, illegality, health & safety, environmental issues and wastage/ misappropriation of bank funds/assets, etc. and also provides for direct access to the Ombudsperson, in exceptional cases. The policy is available on the Banks intranet and website of the Bank. The Whistleblower Policy complies with all the requirements of Vigil mechanism as stipulated under Section 177 of the Companies Act, 2013 and Regulation 4(2)(d) and Regulation 22 of the SEBI Listing Regulations, and other applicable laws, rules and regulations, as may be applicable. The updated Whistleblower Policy is also available on the website of the Bank at link www. capitalbank.co.in.
The Bank has also appointed Chief of Internal Vigilance to ensure compliance with all the internal guidelines issued by the Bank from time to time.
The functioning of the Policy is reviewed by the Audit Committee from time to time. During the review period, no concern has been reported in accordance with the said policy and none of any complainant has been denied access to the Audit Committee of the Board.
Loans, Guarantees or Investments in securities
Pursuant to Section 186(11) of the Companies Act, 2013, the provisions of Section 186 of Companies Act, 2013, except sub-section (1), do not apply to any loan made, guarantee given or security provided or investment made by a banking company in the ordinary course of business. Therefore, the said provision is not applicable to the Bank.
The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year
During the year under review, no application was made or any proceeding is pending against the Bank.
The details of difference between amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reason thereof
There was no instance of one-time settlement with any other bank/financial institution during the year ended March 31, 2025.
Contracts or Arrangements with Related Parties
All related party transactions that were entered during the Financial Year 2024-25 were in the ordinary course of the business of the Bank and were on arms length basis and the same is enclosed pursuant to Section 188(1) of the Companies Act, 2013, as prescribed in Form AOC-2 under Rule 8 (2) of the Companies (Accounts) Rules, 2014 as Annexure- E to this Report.
There were no materially significant related party transactions entered by the Bank with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Bank. All such Related Party Transactions are being placed before the Board/Audit Committee for approval, wherever applicable. The Audit Committee of the Bank has accorded an omnibus approval for related party transactions which are of repetitive nature and entered in the ordinary course of business.
Members can refer the disclosure of transactions with related parties during the financial year under review as set out in the note no. 12 of the Schedule 18 of the notes forming part of audited Financial Statements of the Bank for the year ended March 31, 2025
Disclosure pursuant to Section 197(14) of the Companies Act, 2013
The Bank does not have any holding or subsidiary company; therefore, no disclosure is required to be made pursuant to the provisions of Section 197(14) of the Companies Act, 2013 and as per the relevant rules thereunder.
Disclosure pursuant to Section 177(8) of the Companies Act, 2013
During the Financial Year 2024- 2025, there were no recommendation of the Audit Committee which was not accepted by the Board.
Change in Nature of Business
Pursuant to the relevant provision of Rule 8(5) of the Company (Accounts) Rules, 2014, there were no change in the nature of Business of the Bank during the FY 2024- 25.
Auditors & Auditors Report
Statutory Auditors and Audit
The Board of Directors, on the recommendation of the Audit Committee, in its meeting held on June 20, 2024 approved the re-appointment of M/s. S C V & Co. LLP (FRN 000235N/N500089) as Statutory Auditor of the Bank for the period of two years effective from FY 2024 - 25, which was approved by Shareholders of the Bank in 25th Annual General meeting held on August 30, 2024.
The Bank has received the approval of Reserve Bank of India (‘RBI) vide its letter dated July 22, 2024 for the appointment of M/s. S C V & Co. LLP (FRN 000235N/ N500089), Chartered Accountants as Statutory Auditors of the Bank for the Financial Year 2024-2025 and M/s S C V & Co. LLP (FRN 000235N/N500089), Chartered Accountants, acted as Statutory Auditors of the Bank for the Financial Year 2024-2025 till the conclusion of Annual General Meeting to be held in the Financial 2025-2026.
No qualifications, reservations or adverse remarks are reported by Statutory Auditors of the Bank, in their Audit report. Information referred to in the Auditors Report are self-explanatory and do not call for any further comments.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Bank had appointed M/s Deepak Arora & Associates, Practicing Company Secretaries through
its partner, Mr. Deepak Arora (FCS No. 5104 and COP No. 3641), to conduct Secretarial Audit of the Bank for the FY 2024 - 2025.
The Secretarial Audit Report is annexed herewith as Annexure- F to this report.
No qualifications, reservations or adverse remarks are reported by M/s Deepak Arora & Associates, Practicing Company Secretaries, Secretarial Auditors of the Bank, in their Secretarial Audit report.
Information referred to in the Secretarial Auditors Report are self-explanatory and do not call for any further comments.
The Bank has proposed to the Shareholders the reappointment of M/s Deepak Arora & Associates, Practicing Company Secretaries, for further period of five years w.e.f. FY 2025 - 2026 in terms of revised Regulation 24A of SEBI Listing Regulations.
Cost Audit
The Bank is not required to appoint a Cost Auditor. Therefore, maintenance of cost records as specified under subsection (1) of section 148 of the Companies Act, 2013, is not applicable to the Bank.
Annual Secretarial Compliance Report
The Bank has undertaken an audit for the financial year 2024-25 for all applicable compliances as per SEBI Listing Regulations and circulars / guidelines issued thereunder. The Annual Secretarial Compliance Report pursuant to Regulation 24A of SEBI Listing Regulations will be submitted to the Stock Exchanges within 60 days of the end of the financial year.
Familiarisation Programme for Independent Directors
The Banks independent directors are eminent professionals with several decades of experience in
Banking and financial services industry, technology, finance, governance and management areas and are fully conversant with the business of the Bank. In accordance with Regulation 25(7) of SEBI Listing Regulations and RBI guidelines, the Bank, at the Board / Committee meetings, presentations and deep dive sessions, covered important areas of the Bank such as annual plans and strategies, compensation strategy, impact of inflation, non-financial risks, customer services framework, risk management, priority sector lending, liquidity, new regulatory guidelines, etc. during the year under review for the Independent Directors to enable them to familiarise with the Bank, its Management, Banks Business, and its operations for better understanding of their responsibilities, roles, and rights for effective contribution in sustainable growth of the Bank. Further, updates on key regulatory developments including RBI and other regulatory circulars/notifications/ guidelines etc. are provided to directors on regular basis at the Board and Committee meetings to keep the Directors informed about the dynamic regulatory environment and its impact. The details thereof are disclosed in the Report on Corporate Governance annexed with Boards Report as Annexure - C and on the website of the Bank under https://www.capitalbank.co.in/investors/ details-of-familiarization-programmes-imparted-to- independent-directors
Management Discussion and Analysis Report
The Management Discussion and Analysis Report of the financial conditions and results of operations of the Bank for the year under review, as required under Regulation 34(2)(e) of SEBI Listing Regulations, is being given separately and forms a part of the Annual Report.
Directors Responsibility Statement
The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013, in preparation of annual accounts for the financial year ended March 31,2025 and state that
In the preparation of the annual accounts for the financial year ended March 31,2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;
The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Bank as at March 31, 2025 and of the profit of the Bank for the year ended on that date;
The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities;
Directors had prepared the annual accounts on a going concern basis;
The Directors had laid down internal financial controls to be followed by the Bank and that such internal financial controls are adequate and were operating effectively.
The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Compliance with Secretarial Standards
The Bank has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India on regular basis.
Investor Relations
Your Bank interacted with investors and analysts through one-on-one meetings, conference call and regular quarterly meetings during the year. Earnings call transcripts/recording of the meeting on quarterly/ event-based meetings are posted on the website of the Bank.
Prevention of Insider Trading i
In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘SEBI (PIT) Regulations), the Board has adopted a code of conduct to regulate, monitor and report trading by Designated Persons to preserve the confidentiality of price sensitive information, to prevent misuse thereof and regulate trading by designated persons. It prohibits the dealing in the Banks shares by the promoters, promoter group, directors, designated persons and their immediate relatives, and connected persons, while in possession of unpublished price sensitive information in relation to the Bank and during the period(s) when the Trading Window, to deal in the Banks shares, is closed. Pursuant to the above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of the SEBI (PIT) Regulations. The code is available on the Banks website at https://www.capitalbank.co.in/investors/ secreterial-policies.
The Board of Directors have also formulated a code of practices and procedures for fair disclosure of unpublished price sensitive information containing policy for determination of ‘legitimate purposes as a part of this Code, which is available on the Banks website at https://www.capitalbank.co.in/investors/ secreterial-policies.
Internal Audit
The Banks Internal Audit function provides an independent view to its Board of Directors and Senior Management on the quality and efficacy of the internal controls, risk management systems, governance systems and processes in place on an on-going basis. This is provided to primarily ensure that the business and non-business functions are following both internal and regulatory guidelines. In line with the RBIs guidelines on Risk Based Internal Audit (RBIA), the Bank has adopted a risk based internal audit policy.
The Risk Based Internal Audit policy has been designed factoring regulatory guidelines and international best practices. The policy has a well-defined architecture for conducting Risk Based Internal Audit which articulates the audit strategy in terms of a concerted focus on strategic and emerging business risks. These inputs form a key step in the identification of the audit universe for the audit planning exercise. The audit frequencies are in congruence with the risk profile of each unit to be audited. The scope of RBIA includes examining the adequacy and effectiveness of internal control systems, external compliances, and evaluating the risk residing at the audit entities. Further to augment the internal audit function, concurrent audit, off-site audit, and thematic & snap audit reviews have been integrated into the internal audit process to make the function more robust. The Audit function recommends improvements in operational processes, design elements, policies, as part of audit report recommendations.
The Internal Audit function of the Bank operates independently under the supervision of the Audit Committee of the Board, that reviews the efficacy and performance of the internal audit function, effectiveness of the internal controls laid down by the Bank and compliance with internal and regulatory guidelines and provide guidance and directions.
Awards and Recognitions
During the year under review, your Bank has received the following awards and certifications:
Honoured with Best Organisation for Customer Experience by ET Now
Bestowed with BFSI Best Brands 2024
Received the Elets India Brands Awards - Customer Excellence Awards
Received the Great Place to Work certification in 2024
Acknowledgment
The Board of Directors is grateful to the Government of India, Reserve Bank of India, various State Governments, SEBI, IRDA and all the regulatory authorities in India and overseas for their valuable guidance, support and cooperation.
The Directors record their sincere gratitude to the Banks shareholders, esteemed customers and all other well-wishers for their continued patronage. The Directors express their appreciation for the contribution made by every member of the staff in ensuring high level of growth that the Bank has achieved during the year.
The Board also places on record its gratitude to the Shareholders, Bankers, Customers, Suppliers and other stakeholders who have extended their valuable sustained support, co-operation and encouragement.
The Board would also like to thank BSE Limited, National Stock Exchange of India Ltd., National Securities Depository Limited, Central Depository
Services (India) Limited, Debenture Trustee, Registrar & Share Transfer Agent, Vendors and Service Providers for their continued support & co-operation.
The Directors wish to express their gratitude to Investment Banks & rating agencies for their wholehearted support. The Directors look forward to their continued contribution in realisation of the corporate goals in the years ahead. We wish to apprise our worthy members who have entrusted their trust and confidence in the Bank that Capital Small Finance Bank will venture to strive hard to take long strides ahead with freshly instilled energies.
| For and on behalf of the Board of Directors | |
| Sarvjit Singh Samra | |
| Managing Director & CEO | |
| DIN: 00477444 | |
| Gurpreet Singh Chug | |
| Place : Jalandhar | Independent Director |
| Date : April 29, 2025 | DIN:01003380 |
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